Exhibit 10.62


 





 


Strictly Private & Confidential


 


The Directors


Resaca Exploitation L.P. 


1331 Lamar


Suite 1450


Houston


Texas


 


For the attention of John J Lendrum III


 


13 April 2007


 


Dear Sirs


 


This letter of engagement sets out the terms and
conditions on which Seymour Pierce Limited (“Seymour Pierce”) would be pleased
to and agrees to act for Resaca Exploitation L.P. (the “Company”) in connection
with a proposed equity fundraising to raise approximately $100 million by way
of a proposed placing of new ordinary shares in the Company (the “Placing” and
admission to the AIM Market of the London Stock Exchange (“AIM”) of the entire
issued share capital of the Company (“Admission”).


 


It is acknowledged and agreed that this engagement
letter may be novated to a designee or a holding entity of the Company after
the date hereof and that the Company or the assets thereof may be transferred
to such designee or holding entity and, accordingly, references in this
engagement letter to “the Company” shall, as appropriate, include references to
such designee or holding entity.


 


Seymour Pierce Limited will provide these services
to you on the basis that you are a private customer for the purposes of the FSA
rules. Following Admission, you will be classified
as an intermediate customer for these purposes.


 


The terms recorded in this letter will come into
effect upon receipt by Seymour Pierce of a copy of the letter signed by the
Company confirming that these terms are accepted.


 


Scope of our engagement


 


Seymour Pierce will not be responsible for providing
specialist advice in connection with those matters for which the Company has
agreed to provide or arrange specialist advice (such as, for example, legal,
accounting or taxation matters), and Seymour Pierce will not have any liability
In respect of any services or advice provided to the Company by persons other
than Seymour Pierce or its officers or employees.


 


Seymour Pierce will act solely for the Company and
its directors and no-one else in connection with the Placing and Admission.


 


The Proposed Transaction


 


The purpose of the engagement is for the Seymour
Pierce to use its reasonable endeavours to raise funds by way of a placing of
new ordinary shares in the Company. The intention is to raise approximately
$100 million for the Company or such higher or lower


 

















 


amount
as may be agreed by both the Company and Seymour Pierce. 


 


Principal
Activities


 


The
principal activities of Seymour Pierce will be to:


 


(i)            establish the
transaction timetable in conjunction with the Company;


 


(ii)           instruct other
professional advisers as required and as agreed with the Company;


 


(iii)          advise on the
timing, pricing and method of an equity fundraising;


 


(iv)          project manage
the transaction and coordinate
the preparation of the Admission Document to be drawn up in compliance with the AIM Rules;


 


(v)           review the
reports prepared by the Company’s reporting accountants, including the working
capital report;


 


(vi)          undertake an
equity fundraising to raise approximately $100 million by way of the Placing
(or such higher or lower amount as may be agreed by the Company and Seymour
Pierce;


 


(vii)         advise on and
co-ordinate an investor presentation exercise in relation to the fundraising in
conjunction with the Company and its other professional advisers;


 


(viii)        liaise with the
London Stock Exchange and AIM regarding all aspects of the Placing and
Admission, including lodging and obtaining approval, where required, of all
relevant documentation;


 


(ix)           assess
institutional shareholder attitude to the proposed equity fundraising; and


 


(x)            carry out other
services as would be usual in Seymour Pierce’s role as nominated adviser and
broker to the Company.


 


Remuneration and expenses


 


In consideration for providing
the services set out in this engagement letter, the Company and/or the
Shareholders where appropriate shall pay to Seymour Pierce the following fees
and commissions (plus VAT in each case if applicable):


 


(i)            a corporate
finance fee payable on Admission of $500,000;


 


(ii)           a commission of
4 per cent, of the value of the funds raised by Seymour Pierce on behalf of the
Company in the Placing; and


 


(iii)          an advisory fee
of $20,000 per month (pro rated for any part of a month) for a maximum period of
four months payable monthly in advance commencing on the date of your signature
of this letter and terminating on the earlier of Admission or termination of
this engagement. The monthly retainers paid up to the date of completion will
be netted off the fee detailed
in (i) above but will not be refundable if the transaction is aborted.


 


The
corporate finance fee and commission for the Placing will be collected out of
the proceeds of the Placing before payment to the Company after Admission.


 

















 


Abort Fees in Event of the Transaction Not Proceeding at the
Company’s option


 


Except as provided below, in the event that the
Company of its own volition aborts the Placing
following the issue of a Pathfinder Admission Document the Company shall pay the balance of the corporate finance fee (set out above) within 7
days of the issue of an invoice by Seymour Pierce; provided that the corporate
finance fee shall not be payable if the Company aborts the Placing as a result
of Seymour Pierce (i) terminating this engagement itself or (ii) breaching
any of its material obligations under this engagement letter or (iii) it
failing to secure sufficient commitments under the Placing to raise not less
than $50 million. In the event that the Company aborts the Placing of its own
volition and Seymour Pierce has secured commitments to raise at least $50
million but less than $100m, the corporate finance fee shall be proportionately
reduced.


 


VAT


 


All the fees
referred to in this engagement letter are quoted exclusive of Value
Added Tax which will be added where appropriate.


 


Expenses


 


The Company will reimburse Seymour Pierce for all
reasonable out of pocket costs and expenses incurred by us (including the
expenses of lawyers acting on our behalf), whether on our own account or on
behalf of the Company, in connection with the services we perform for the
Company in accordance with the terms of this letter, regardless of whether the
Placing is completed subject to an overall limit such costs and expenses of
$150,000 in aggregate and provided that, in all cases, Seymour Pierce shall
have obtained the written consent of the Company prior to incurring any single
item of cost(s) or expense(s) exceeding $5000 and subject in all
cases to delivering to the Company receipts in respect of the same. In
particular, Seymour Pierce will discuss in advance with the Company the
appointment of lawyers to act for Seymour Pierce and their proposed fees.


 


Appointment following completion of the Placing


 


The Company agrees that, subsequent to the Placing,
Seymour Pierce shall be appointed as the Company’s Nominated Adviser and Broker
at an annual fee of $90,000,
payable quarterly in advance. Such appointment as Nominated Adviser and Broker
shall continue for a minimum of twelve months, subject to earlier termination
as provided for in, and otherwise subject to the terms of, a Nominated Adviser
Agreement and a Broker Agreement that the Company and the Directors shall enter
into with Seymour Pierce.


 


Publicity


 


The Company agrees that, subsequent to completion of
the proposed transaction contemplated in this letter of engagement, Seymour
Pierce will have the right to publish advertisements in financial and other
newspapers and journals at Seymour Pierce’s expense describing its services in
connection solely with the transaction, the contents of which advertisements
will be subject to the Company’s prior approval (such approval not to be
unreasonably withheld or delayed).


 


Termination


 


Any termination of this engagement shall be without
prejudice to any accrued rights and liabilities of either party and shall not
affect in any way the provisions of the paragraphs concerning Remuneration and
Expenses (save in the case of this engagement being


 

















 


terminated
by reason of a material breach of the terms of this agreement by Seymour Pierce and subject to the provisions
of the paragraph entitled “Abort Fees..., etc” above), and Governing Law in
this letter, and the indemnity set out in the Schedule which shall survive such
termination.


 


Documents to be issued or Approved


 


If Seymour Pierce is asked by
the Company to approve or to issue on the Company’s behalf any document,
information or other material in connection with the proposed Placing (“Material”)
which will or might constitute a financial promotion within the meaning of Section 21
of the Financial Services and Markets Act 2000 then Seymour Pierce shall
consider the Material and may in its discretion require the Company to make
such modifications or amendments thereto as Seymour Pierce reasonably considers
necessary or desirable in order that it may approve and issue the Material.


 


If
requested in writing by Seymour Pierce so to do, the Company shall provide such
evidence as Seymour Pierce may reasonably require confirming that the Material
which it is asked to approve is accurate in all material respects and complies
with all applicable regulations. However, the Company, and not Seymour Pierce,
will be responsible for the accuracy of all such Material and it shall be
incumbent on the Company, and not Seymour Pierce, to verify the same.


 


General


 


The
provision of the services set out in this letter by Seymour Pierce is subject to Seymour Pierce’s
terms of business for AIM business. A copy of these is attached to this letter.


 


We
would be grateful if the Company could sign and return to us the enclosed copy
of this letter, signifying their acceptance of this letter and the attached
terms.


 


	
  Yours
  faithfully

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Jonathan Wright

  	
   

  
	
  Jonathan
  Wright

  	
   

  
	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted on behalf of Resaca Exploitation L.P.

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  John J.
  Lendrum III

  	
   

  
	
  Name:

  	
  John J.
  Lendrum III

  	
   

  
	
  Position:

  	
  President

  	
   

  
	
  Date:

  	
  April 13,
  2007

  	
   

  



 

















 


SEYMOUR PIERCE LIMITED

TERMS AND CONDITIONS FOR THE PROVISION OF

CORPORATE BROKING AND CORPORATE FINANCE SERVICES

(PRIVATE CUSTOMERS)


 


1.             Application


 


1.1           These terms and
conditions (“Terms”) will apply to any corporate broking or corporate finance services
which we, Seymour Pierce Limited (“Seymour Pierce”), provide to you or other
members of your group, and will usually be supplemented by one or more
engagement letters or other letter agreements (“Letters of Appointment”)
dealing, among other things, with the services we are to provide, the dates on
which the provision of such services are to commence and the fees we are to be
paid. If there is any conflict between the Terms and the provisions of a Letter
of Appointment, the latter will prevail.


 


1.2           Seymour Pierce
is authorized and regulated by the Financial Services
Authority (“FSA”) and is subject to the rules of FSA in the conduct of
designated investment business (“FSA Rules”). Seymour Pierce is also a member
of the London Stock Exchange.


 


1.3           We will provide
services to you under these Terms on the basis that you are a private customer for
the purposes of the FSA Rules.


 


2.             Services to
be provided


 


2.1           We will provide
you with such corporate broking or corporate finance services as are from time
to time agreed between us, by Letters of Appointment or otherwise (the “Services”).
Subject to any express instructions to the contrary, we shall have authority to
take such action as we reasonably consider to be necessary or desirable with a
view to performing the Services or promoting any project or transaction to
which the Services relate. Except to the
extent otherwise agreed in writing and subject to acting within the
scope of this engagement (but not otherwise), all such action will be
undertaken as your agent provided we are not negligent, in willful default or
acting fraudulently and (subject as aforesaid) you agree to ratify and confirm
everything properly done by us in the course of providing the Services.


 


2.2           We may with your
prior written approval appoint agents (which may include Associates) in connection
with the Services on such terms as we may reasonably determine. We shall
exercise reasonable care in selecting and monitoring the performance of any
such agent, but except in the case of an Associate we will not be liable for
any default by such an agent.


 


2.3           We will not be
obliged to sell, acquire, place, underwrite or sub-underwrite any investments,
or to lend monies, unless and until it is expressly agreed otherwise in
writing.


 


3.             Compliance
with laws and regulatory requirements


 


3.1           Our obligations
to you are subject to our duty to comply with all applicable laws and the rules and
requirements of all competent regulatory authorities (together “Applicable
Regulations”) and, in particular, the FSA Rules. We shall be entitled to take
whatever steps we reasonably consider to be necessary to ensure that we comply
with Applicable Regulations and if there is any conflict between Applicable
Regulations and either these Terms or a Letter of Appointment the Applicable
Regulations will prevail.


 


3.2           You will comply with all
Applicable Regulations (including, where relevant, the Listing Rules made by
the United Kingdom Listing Authority (“UKLA”), the City Code on Takeovers and
Mergers (the “Code”) and all rulings of the Takeover Panel, and the statutory
prohibitions on insider dealing and market abuse) and will procure that your
Associates do likewise.


 

















 


3.3           You will ensure
that you have and/or will obtain and will maintain all such authorisations, consents
and approvals of any governmental or other regulatory body or authority as are
necessary to enable you to use and accept the
Services on the Terms and such other terms as may be agreed between us and to
engage in the transactions and carry on the activities in respect of which the
Services are provided and you will comply with the terms of any such
authorisations, consents and approvals.


 


4.             Instructions


 


4.1           We will accept
your oral instructions and instructions given by telephone, facsimile, email or
by post. We will not be liable for
any delays in or failures of electronic communications. We may at our
discretion require any instructions given orally to be confirmed in writing. We
are entitled to assume that instructions given by corporate entities have been
properly authorized if they are given or purported to be given by a person who
is or purports to be and is reasonably believed by us to be one of the company’s
directors or authorized agents.


 


4.2           Where you have
entered into this agreement jointly with another person or other people, you
will be jointly and severally liable for any debt or charge arising out of
these Terms, and we will be entitled
to act on the instructions given by any one of you. These Terms will remain in
force notwithstanding the death or incapacity of any one or all of you until we
confirm in writing that we have received either written notice of the death or
legal incapacity of all of you, or written notice of termination from any one of
you. Notices issued by us will be effective in relation to each of you if
served on any one of you.


 


5.             Provision
of information


 


5.1           You agree to
provide us with all information under your control which we may reasonably
require in order to provide the Services to you and which you are lawfully free
to provide to us and will ensure that all information provided to us is true
and complete in all material
respects to the best of your knowledge and belief and not misleading and you
will subsequently advise us immediately of any and all developments materially
affecting it of which you become aware, in all cases authorizing us to make
appropriate and lawful use of all or any such information.


 


5.2           If we are acting
as your corporate broker on a continuing basis you will (subject to Applicable Regulations)
keep us informed about all significant developments and proposals in relation
to your business and financial position, and will notify us in advance of any
matter which is likely to require disclosure under Applicable Regulations.


 


6.             Issue
of Documents


 


6.1           You agree that you will
notify us in advance of, and discuss with us both the content and timing and
manner of release or dispatch of, any circular, announcement or other material
document, whether oral or written (a “Relevant Document”) that you propose to
issue in connection with any matter in respect of which we are advising.


 


6.2           You will ensure
that any information supplied to us, including any expressions of opinion, will
be, to the best of your knowledge and belief, true, fair and accurate in all
material respects and will not be misleading and will not omit any material
information. If during the course of our appointment you discover any thing or
matter which renders any such information untrue, unfair, inaccurate or
misleading, you undertake that you will notify us forthwith. You agree to
provide us with such confirmations and other evidence as we may reasonably
require in order to satisfy ourselves that any Relevant Document complies with
these requirements, but you acknowledge that you are solely responsible for
ensuring that it does so.


 


6.3           We may (but
shall not be obliged to) approve any Relevant Document for the purposes of
section 21 of the Financial Services and Markets Act 2000. If we do so:


 

















 


(a)           it may only be
issued in such manner, at such times and in such media and for use in such way
as we agree in advance; and


 


(b)           we may, if we
become aware that it is or has become untrue or misleading, require that you
cease to issue it and cause it to be withdrawn from any circulation
arrangements, and, if we consider it appropriate, that you make arrangements
for a suitable correction to be published, in each case at your expense.


 


7.             Conduct
of transactions


 


7.1           You undertake
that where we are acting for you in connection with a transaction you will
notify us forthwith in advance of any material steps which you or any of your
other agents or advisers propose to take in respect of that transaction, and
you further undertake to ensure that we are kept fully informed of all material
developments which arise during the course of the transaction, and (without
prejudice to the generality of clause 5.1 above) that any information supplied
to us in relation to such transaction, including any expressions of opinion,
will be, to the best of your knowledge and belief, true, fair and accurate in
all material respects and will neither be misleading, nor omit any material
information. In the event that you become aware of any thing or matter which
renders any such information previously supplied untrue, unfair, inaccurate or
misleading, you undertake to notify us forthwith. In particular, you will
consult us before:


 


(a)           (without
prejudice to the obligation contained in clause 3 above to disclose such
dealings in accordance with the Applicable Regulations), any dealings take
place in either your securities, or any securities of your Associates in
relation to which we are advising you; or


 


(b)           any other step
is taken by you or any of your Associates or, to your knowledge, any other
person, which may have any effect on the terms of, or the conduct of, the
relevant transaction.


 


7.2           All transactions
in investments which we undertake for you will be subject to the FSA Rules and
the rules and customs of the exchange or market and/or any clearing house
through which the transactions are settled or executed. Such transactions will
also be subject to our terms of business for execution-only transactions, a
copy of which will be supplied to you if relevant.


 


8.             Advisers


 


8.1           Unless we agree
otherwise, you acknowledge and agree that we shall not be responsible for giving
or obtaining specialist advice or services in areas which are outside our
expertise, such as legal, accounting, taxation or actuarial matters, or where
you have (or usually have) other advisers involved. You will be responsible for
engaging the services of such other advisers as you may require in connection
with matters in relation to which we are advising and we shall not be
responsible for the actions or omissions of such advisers except where they
have acted on our express instruction.


 


8.2           We may recommend
that particular advice is obtained from a suitable professional adviser and reserve
the right to terminate our engagement with immediate effect if you do not
comply with this recommendation. In particular, you undertake to obtain
appropriate legal advice in respect of Applicable Regulations and to
communicate to us any such advice as is relevant to our carrying out the
Services hereunder. You acknowledge and agree that if we cease to act for you
pursuant to this clause 8.2, we shall be entitled to payment of our fees as if
the Services had been properly up to the date of termination.


 


9.             Fees


 


Our
fees for providing services to you shall be as agreed between us and will be
set out in the


 

















 


relevant
Letter of Appointment. In addition, you shall bear and be responsible for the
payment of all stamp duties, taxes, levies, transfer or registration fees,
custodial expenses and other similar fees and expenses in respect of any
securities transactions effected on your behalf. Unless otherwise agreed (and
subject in this regard, to the provisions of the Letter of Appointment), you
will promptly upon request discharge or reimburse us for all costs and expenses
(plus, where applicable, VAT), incurred in connection with the Services
(including the fees and expenses of any agent we may engage as provided in
clause 2.2 above and any other reasonable professional fees and expenses
incurred by us).


 


10.          Material interests


 


10.1         You acknowledge that we and our Associates and other
clients of Seymour Pierce may, from time to time, have a material interest in
any matter on which we advise you. Such an interest may give rise to a conflict
of interests and you hereby agree that we are not obliged to disclose details
of any such material interest to you in relation to any specific advice,
transaction or any other service rendered by us to you. You hereby agree that
as a result of any such material interest we may not be able to advise you and
we reserve the right at any time in our absolute discretion to decline to
arrange any transaction or give advice or make any recommendation to you.


 


10.2         We and our Associates operate policies of
independence. These require any persons acting on behalf of clients to
disregard any material interests that Seymour Pierce or its Associates may have
in respect of any matter on which they are acting for those clients.


 


10.3         You agree that we will not be required to account to
you in any way for any benefit that may accrue to us or our Associates as a
result of a material interest in respect of any advice, transaction or service
rendered by us to you.


 


10.4         You acknowledge and agree that we shall be under no
duty to disclose to you or use for your benefit anything that may come to the
attention of us or our Associates either in the course of rendering similar
services to others (whether or not that employee is involved in providing
services to you or is separated from such persons by a Chinese wail) or in the
event that such disclosure or use would be a breach of duty or confidence owed
by us to another person.


 


10.5         We may effect transactions for you with or through
financial institutions which are our Associates, provided that we comply with
our obligations to obtain best execution and otherwise deal with them on terms
which are as good as those which would apply if negotiated on an arm’s length
basis.


 


11.          Confidentiality


 


11.1         Neither you nor we shall (and we shall each use our
best endeavors to procure that our respective Associates do not), except as
required by Applicable Regulations, disclose to any other person any
confidential information or documents relating to the other except:


 


(a)           for information
which we or you may be required to disclose by law or which is required or
requested by any competent regulatory authority, or which is disclosed to your
or our advisers where reasonably necessary for the performance of their
professional services; and


 


(b)           that we may
provide such information about your affairs as we consider appropriate to any
agent whom we appoint pursuant to 2.2 above or to any Associate to whom we
delegate functions under 18.1 below, so long as we are satisfied that such
agent or Associate will be bound by corresponding duties of confidentiality. We
may also provide information, on a confidential basis, to any of our Associates
if we consider that they can assist in providing information
relevant to the Services.


 

















 


11.2         You also accept that any advice which we give you
will be confidential to you and solely for your benefit. It may not (subject to
the exception in 11.1(a) above) be disclosed to any other person without our prior written consent (which we
will not unreasonably withhold) or be relied on by any other person. No
reference to us or to our advice is to be made in any publication made by you
or on your behalf without our prior written consent.


 


12.          Correspondence
and papers


 


All
correspondence and papers in our possession or control relating to the Services
or the subject matter of the Services shall be our sole property, save for
original contracts, share certificates and other original documents held to
your order.


 


13.          Money held
on your behalf (client money)


 


13.1         We will treat any money that we hold on your behalf
as client money for the purposes of the FSA Rules, which require us to hold your
money in a bank account at an
approved bank. We may hold the money of other customers in the same account. We
will not pay you interest on money held on your behalf.


 


13.2         All banks we use to hold client money have
acknowledged that:


 


(a)           all money
standing to the credit of the account is held by them as trustee and that the
bank is not entitled to combine the account with any other account or to
exercise any right of set-off or counterclaim against money in that account in
respect of any sum owed on any other accounts of ours; and


 


(b)           the title of the
account sufficiently distinguishes the account from any account containing
money that belongs to us and is in the form requested by us.


 


14.          Our Liability


 


14.1         We shall take due care in the performance of the
Services and accept liability to you accordingly. You agree, however, that we
shall not be liable to you in respect of any matter directly or indirectly
arising out of, or connected with, any engagement to which these Terms apply or
any project, transaction or other matter to which any such engagement relates
except to the extent that you
have incurred liabilities which are found
in a final judgment by a court of competent jurisdiction to have resulted
primarily from our gross
negligence or willful default or material breach of any rules of any
regulatory authority to which we are subject. You also agree with us as trustee
for each of our Associates that this provision also applies separately to each
of these Associates as if the references to us in the second sentence of this
paragraph were references to the relevant Associate.


 


14.2         We shall not be liable for any failure in the
performance of our obligations under these Terms or in respect of any
transaction or any failure or inability to discharge or any delay in discharging any of our obligations
where such failure, inability or delay arises out of causes beyond our
reasonable control. Such causes may include, but are not limited to, acts of
God or the public enemy, acts of civil or military authority, riot, war, fire,
flood, labor dispute, closure or loss of facilities of any relevant exchange,
unavailability, restriction, malfunction or breakdown of computer or data
processing facilities or of energy supplies, or communications systems failure.


 


14.3         Nothing in these Terms shall exclude, restrict or
limit any liability which we have to you under Applicable Regulations.


 

















 


15.          Warranty
and Indemnity


 


15.1         You
warrant that you have full power and authority to employ us on the Terms and to
enter into any transaction in respect of which you give us instructions
hereunder.


 


15.2         No
claims shall be made against us or our Associates (each a “Relevant Person”) to
recover any loss or damage which you or any of your shareholders, directors,
officers, agents or employees or any other person may suffer or incur by reason
of or arising out of the proper carrying on by us, or on our behalf, of any
obligations or services (or exercise of rights) under these Terms otherwise in
connection with our appointment hereunder unless and to the extent that such
loss or damage results from the gross negligence, default or fraud of such
Relevant Person or any material breach by us or a Relevant Person of our obligations
under these Terms or any material breach by any Relevant Person of the FSA
Rules.


 


15.3         You
undertake with us (for ourselves and, on the basis that we shall enjoy an
absolute discretion at the enforcement of any claim under the terms of paragraph
15.3, as a trustee for each and every Relevant Person) to hold each Relevant
Person fully and effectively indemnified from and against all claims, actions,
demands, liabilities and proceedings made, brought or threatened against any
Relevant Person (whether or not successful, compromised or settled) in any
jurisdiction by any governmental agency or regulatory body or any other person
whatsoever and against all liabilities, losses, charges, costs and expenses
which any Relevant Person may reasonably and properly pay, suffer or incur (including,
but not limited to, those paid, suffered or incurred in disputing any claim,
action or demand and/or in establishing its right to be indemnified pursuant to
this paragraph 15.3) and which in any such case arises, directly or indirectly,
out of or is attributable to or would not have arisen but for the proper
carrying out or performance by us, or on our behalf, of any obligations or
services (or exercise of rights) under these Terms or otherwise in connection
with our appointment hereunder unless and to the extent that the same result
from the gross negligence, default or fraud of us or any material breach by us
of our obligations under these Terms or any material breach by any Relevant
Person of the FSA Rules.


 


15.4 if we become aware of
any matters or circumstances giving rise to any actual or potential claim by us
or any or all of the Relevant Persons against you under the indemnity contained
in this clause 15, we shall forthwith give written notice thereof to you and
enter into and thereafter maintain consultation with you on all material
aspects of the matters or circumstances giving rise to the actual or potential
claim and you shall be entitled upon written request (subject to us being
indemnified and secured to our reasonable satisfaction against all reasonable
costs, damages and expenses thereby incurred and us being satisfied (in our
reasonable opinion) that our repute or standing or that of any other Relevant
Person subject to the claim would not be materially adversely affected thereby)
either:


 


(a)           to
allow you at your own expense and in your absolute discretion to avoid,
dispute, resist, compound or defend such claim in our name and on
our behalf or on behalf of the Relevant Persons and to have conduct of any
appeal or incidental negotiations; or


 


(b)           to
take or procure that the Relevant Persons take such action as you may
reasonably require to avoid, dispute, resist, compound or defend any such claim
or the matters or circumstances giving rise to such an actual or potential
claim;


 


for which purpose we will give and will procure that
all Relevant Persons shall give you all such co-operation and assistance and
provide all such information as you shall reasonably require for such purposes.


 


16.          Changes


 


We may in the future send you revised terms and
conditions to replace these Terms, but they will only apply in the case of
services provided after the date you receive them and (i) you are entitled
to terminate the arrangements between us (as described below) if you do not
accept the revised


 

















 


terms
and conditions and (11) we are entitled to terminate the
arrangements between us if you unreasonably reject the revised terms and
conditions provided that your prior written consent will be required to any
such changes which may materially adversely affect your position. Sending you
revised terms will not affect our respective rights and obligations which may
have arisen beforehand.


 


17.          Severance and Non-Waiver


 


17.1         Each of the provisions of these Terms is severable and
distinct from the others, and the invalidity, illegality or unenforceability of
any one of these Terms shall not affect the validity of the remaining
provisions of the Terms.


 


17.2         No neglect, indulgence, failure to exercise or delay
in exercising any right or remedy under these Terms shall constitute a waiver
of such right or remedy, and no single or partial exercise of any such right or
remedy shall preclude or restrict any other or future exercise of such right or
remedy.


 


18.          Assignment and Delegation


 


18.1         We may arrange for any Associate to perform any of
the Services, but this shall not affect our liability to you.


 


18.2         Neither your rights under these Terms or any Letter
of Appointment nor your rights or interest in any transaction or moneys or assets
we effect or hold for you shall be capable of being assigned in any way.


 


19.          Notices


 


Any
notice by either of us to the other must be in writing, signed by or on behalf
of the party giving notice, and may be delivered in person, or be sent by first
class mail, fax, telex or cable - in the case of notices to us, to the address
of our registered office; and in the case of notices to you, to the address
last notified by you to us.


 


20.          Miscellaneous


 


20.1         You acknowledge that Seymour Pierce is acting solely
for you in relation to the Services and no one else and accordingly that we
will not be responsible to anyone other than you for providing the protections
afforded to customers of Seymour Pierce under FSA Rules or for providing
advice in relation to or in connection with such subject matter.


 


20.2         Please note that we may record telephone calls
between us without specific consent. You agree that any such recording shall
remain our sole property and shall be conclusive in the event of any dispute
that may arise.


 


20.3         You will ensure that your directors consent to
Seymour Pierce processing personal data relating to them (using computer
systems or otherwise) in carrying out the Services for the purposes of data
protection legislation.


 


20.4         If you have a complaint regarding the Services,
please contact the Compliance Officer, Seymour Pierce Limited, Bucklersbury
House, 3 Queen Victoria Street, London EC4N 8EL.


 


20.5         We are covered by the Financial Services Compensation
Scheme. You may be entitled to compensation from the Scheme in the event that
we cannot meet our obligations to you, but this depends on the type of business
and the circumstances of the claim. Most types of business are covered for 100%
of the first £30,000 and 90% of the next £20,000 so the maximum compensation
available is £48,000. Further information about the compensation arrangements
is


 

















 


available
from the Financial Services Compensation Scheme.


 


21.          Termination


 


21.1         Either party may terminate the appointment covered by
these Terms by:


 


(a)           giving to the
other not less than one month’s notice in writing at any time ; or


 


(b)           in the event of
the appointment of a liquidator, receiver, administrative receiver or
administrator over the whole or substantially the whole of either party’s assets
(except for the purpose of a solvent reconstruction, amalgamation,
reorganization, merger or consolidation) giving to the other notice in writing
to take effect forthwith.


 


21.2         We may terminate our appointment forthwith by giving
you written notice in any one of the following events or circumstances:


 


(a)           you do not pay
any sum payable under these Terms after having received 14 days’ written notice
that it remains unpaid (and subject to there being no dispute concerning the
amount of such sum);


 


(b)           either you or
any of your directors commits any material breach of any of these Terms which
breach (if capable of remedy) remains unremedied within 14 days’ service of a
notice specifying the breach and requiring it to be remedied;


 


(c)           you or any of
your directors commits a fraudulent act or you or any director commits any material
breach of the Companies Act 1985 or any other
laws or regulations to which you and/or your directors are subject from
time to time;


 


(d)           you fail to
comply with advice given to you and/or your directors by us such that, in our reasonable
opinion, such failure is likely to seriously and materially jeopardize or
damage our reputation.


 


21.3         You may terminate our appointment forthwith by giving
written notice in the event that we or any of our directors, officers or
employees commits any material breach of these Terms or this the Letter of
Appointment which breach (if capable of remedy) remains unremedied within 14
days.


 


21.4         Each party shall notify the other promptly upon the
occurrence of a Termination Event or any event or circumstance which may
reasonably be expected to give rise to the occurrence of a Termination Event.


 


21.5         Upon termination of our appointment under these
Terms:


 


(a)           the rights and
obligations of the parties under these Terms shall terminate in relation to
such appointment and be of no further effect;


 


(b)           any rights or
obligations to which any of the parties may be entitled or be subject to in
relation to such appointment before such termination shall remain in full force
and effect; and


 


(c)           the termination
of such appointment shall not affect or prejudice any right to damages or other
remedy which the terminating party may have in respect of the Termination Event
which gave rise to the termination of such appointment or any other right to
damages or other remedy which any party may have in respect of the breach of
the Terms which existed at or before the date of termination.


 

















 


22.          Governing Law and Interpretation


 


22.1         Irrespective of the place of performance of the
Services, our relationship and, in particular, these Terms shall be governed by
and construed in accordance with English law.


 


22.2         It is agreed that the courts of England are to have
non-exclusive jurisdiction to settle any disputes which may arise out of or in
connection with the provision of the Services and both you and we irrevocably
waive any objection to any suit, action or proceeding (“Proceedings”) in such
courts on the ground of venue or on the ground that the Proceedings have been
brought in an inconvenient forum. Nothing in this clause, however, shall limit
the right of the parties to take Proceedings in any other court of competent
jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings by the parties in any other jurisdiction,
whether concurrently or not.


 


22.3         For the purposes of these
Terms:


 


(a)           “group” means a
holding company and its subsidiaries (as defined by Section 736 Companies
Act 1985);


 


(b)           “Associates” means:


 


(i)   in relation to either party, all
companies in the same group as the relevant party, and all persons who are from
time to time officers or employees of the relevant party or of any company
which is one of its Associates; and


 


(ii)   in relation to you, includes
your “associates” and those “acting in concert” with you both as defined in the
Code 


 


provided
that a company or other person shall not cease to enjoy the benefit of rights
conferred by the Terms upon ceasing to be an Associate;


 


(c)           references to “we”
and similar expressions are to Seymour Pierce Limited; and


 


(d)           references to “you”
include any member of your group to whom we are providing Services in
accordance with the Terms.


 


(e)           “Termination
Event” means one of the events or circumstances in clause 21.


 


22.4         If any expression used in the Terms encompasses more
than one individual person or legal entity, the obligations of the persons or
entities comprised in that expression which are contained in these Terms shall,
unless the context requires otherwise, be joint and several.


 


22.5         These Terms are not enforceable under the Contracts
(Rights of Third Parties) Act 1999 by any person who is not party to these
Terms.